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<br />said parties shall not be binding upon Lessor.
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<br />8. TITLE; SECURITY INTEREST.
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<br />8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject
<br />to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6,20
<br />and 21 hereof.
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<br />8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
<br />in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to
<br />execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
<br />limitation, uniform commercial code (UCC) financing statements and any amendments thereto.
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<br />8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
<br />payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or
<br />indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future
<br />Leases.
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<br />9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or
<br />attached to real estate or any building thereon.
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<br />10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in
<br />good condition and working order and supply and install all replacement parts or other devices when required to so maintain
<br />the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the
<br />Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the
<br />purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and
<br />regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will
<br />furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for
<br />any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements")
<br />to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to
<br />the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the
<br />applicable Lease shall automatically become part of the Equipment.
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<br />11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will
<br />not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon
<br />reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the
<br />Equipment.
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<br />12. LIENS, SUBLEASES AND TAXES.
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<br />12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee
<br />shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
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<br />12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its
<br />ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other
<br />payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation,
<br />to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor.
<br />"Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the
<br />net income of lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use,
<br />excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on
<br />any of the foregoing.
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<br />13. RISK OF LOSS.
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<br />13.1 Lessee bears the entire risk of toss, theft, damage or destruction of any Equipment in whole or in part from any
<br />reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any
<br />Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to
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<br />MLD 01 (4/26/96)
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